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Private Equity Shareholders Agreement
"I need a Private Equity Shareholders Agreement under Belgian law for a majority investment (75% stake) in a technology company, with particular emphasis on management incentive provisions and technology transfer restrictions, to be completed by March 2025."
1. Parties: Identification of all shareholders, including the private equity investor(s), founding shareholders, and any other parties to the agreement
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Capital Structure: Details of share classes, rights attached to shares, and capitalization table
5. Corporate Governance: Board composition, appointment rights, voting mechanisms, and management structure
6. Reserved Matters: List of decisions requiring special majority or PE investor approval
7. Share Transfer Restrictions: Limitations on transfer of shares, including lock-up periods and permitted transfers
8. Pre-emption Rights: Process and rights for existing shareholders to purchase new shares or transferring shares
9. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders
10. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in a sale
11. Exit Provisions: Mechanisms and timing for exit, including IPO and trade sale provisions
12. Information Rights: Reporting obligations, access to information, and audit rights
13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
14. Confidentiality: Provisions regarding confidential information and public announcements
15. Term and Termination: Duration of the agreement and circumstances for termination
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices
1. Anti-Dilution Protection: Protection for investors against future down rounds, used when there's significant risk of dilution
2. Preferred Return: Specific return mechanisms for preferred shareholders, used when different classes of shares are issued
3. Management Incentive Plan: Framework for employee share schemes, used when management incentivization is part of the deal
4. Put Option Rights: Right to force company/other shareholders to buy shares, used in deals with specific exit guarantees
5. Call Option Rights: Right to force sale of shares by other shareholders, used in deals requiring future consolidation
6. Dead-Lock Resolution: Mechanisms to resolve shareholder disputes, used in 50/50 joint ventures
7. Ratchet Provisions: Performance-based adjustment of equity stakes, used in deals with significant growth expectations
8. ESG Provisions: Environmental, Social and Governance requirements, used when ESG compliance is crucial
9. FATCA Compliance: US tax reporting compliance provisions, used when US investors are involved
1. Schedule 1: Details of the Company: Company registration details, share capital, and current directors
2. Schedule 2: Capitalization Table: Detailed breakdown of shareholding pre and post-investment
3. Schedule 3: Reserved Matters List: Comprehensive list of matters requiring special approval
4. Schedule 4: Business Plan: Agreed business plan and financial projections
5. Schedule 5: Initial Budget: Approved budget for the initial period post-investment
6. Schedule 6: Management Accounts: Format and content requirements for management accounts
7. Schedule 7: Deed of Adherence: Template for new shareholders joining the agreement
8. Schedule 8: Anti-Money Laundering Requirements: AML documentation and compliance requirements
9. Schedule 9: Key Performance Indicators: Agreed KPIs for monitoring company performance
10. Appendix A: Board Rules: Detailed rules governing board operations and procedures
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Call Option
Change of Control
Closing
Completion
Confidential Information
Control
Deed of Adherence
Director
Drag-Along Notice
Drag-Along Right
Encumbrance
Event of Default
Exit
Fair Market Value
Financial Year
Founding Shareholders
Group
Holding Company
Independent Expert
Initial Business Plan
Investment Amount
IPO
Key Management
Lock-up Period
Management Shareholders
Material Adverse Change
New Securities
Original Shareholders
Parties
Permitted Transfer
Pre-emption Notice
Pre-emption Rights
Put Option
Qualified IPO
Reserved Matters
Sale
Shares
Share Capital
Shareholders
Shareholders' Meeting
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Transferee
Valuation
Working Day
Share Capital and Structure
Subscription and Payment
Corporate Governance
Board Composition
Shareholder Meetings
Reserved Matters
Information Rights
Pre-emption Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Exit Rights
Put Option Rights
Call Option Rights
Non-Competition
Non-Solicitation
Confidentiality
Management Provisions
Dividend Policy
Default
Deadlock Resolution
Representations and Warranties
Termination
Assignment
Notices
Costs
Severability
Entire Agreement
Third Party Rights
Amendment
Governing Law
Dispute Resolution
Force Majeure
Data Protection
Compliance
Anti-Money Laundering
Technology
Healthcare
Manufacturing
Real Estate
Financial Services
Consumer Goods
Energy
Infrastructure
Professional Services
E-commerce
Biotechnology
Software
Industrial Services
Telecommunications
Media and Entertainment
Legal
Corporate Finance
Investment
Compliance
Board of Directors
Executive Management
Portfolio Management
Transaction Advisory
Corporate Governance
Risk Management
Private Equity Partner
Investment Director
Legal Counsel
Corporate Lawyer
Chief Executive Officer
Chief Financial Officer
Investment Manager
Deal Principal
Board Member
Company Secretary
Managing Director
Portfolio Manager
Compliance Officer
Transaction Advisory Partner
Investment Committee Member
General Counsel
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